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Can China Succeed Where the Japanese Failed Investing in US Real Estate?

July 13th, 2016 1 comment

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Chinese money is cascading like a waterfall into the US real estate market. Chinese institutional money, individual money, state-owned companies and private sector ones, Chinese billionaires to ordinary middle-class wage-earners, everyone wants in on the action. This year, the amount of Chinese money invested in US real estate assets is almost certain to break new records, surpassing last year’s total of over $40 billion, and continue to provide upward momentum to prices in the markets where Chinese most like to buy, the golden trio of major cities New York, Los Angeles and San Francisco, plus residential housing on both coasts.

To many, it summons up memories of an earlier period 25 years ago when it was Japanese money that flooded in, lifting prices spectacularly. For the Japanese, as we know, it all ended rather catastrophically, with huge losses from midtown Manhattan to the Monterrey Peninsula.

There is no other more important new force in US real estate than Chinese investors. Will they make the same mistakes, suffer the same losses and then retreat as the Japanese did? Certainly a lot of US real estate pros think so. There is some evidence to suggest things are moving in a similar direction.

But, there are also this year more signs Chinese are starting to adapt far more quickly to the dynamics of the US market and adjusting their strategies. They also are trying now to dissect why things went so wrong for the Japanese, to learn the lessons rather than repeat them.

This week, one of China’s leading business magazines, Caijing Magazine, published a detailed article on Chinese real estate investing in the US. I wrote it together with China First Capital’s COO, Dr. Yansong Wang. It looks at how Chinese are now assessing US real estate investing.  What kinds of investment approaches are they considering or discarding?

Here is an English version I adapted from the Chinese. It is also published this week in a widely-read US commercial real estate news website, Bisnow. The original Chinese version, as published in Caijing, can be read by clicking here.

 

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headSome of the biggest investors in America’s biggest industry are certain history is repeating itself. The Americans believe that Chinese real estate investors will invest as recklessly and lose as much money as quickly in the US as Japanese real estate investors did 25 years ago. The Japanese lost – and Americans made — over ten billion dollars first selling US buildings to the Japanese at inflated prices, then buying them back at large discounts after the Japanese investors failed to earn the profits they expected.

Chinese investors are now pouring into the US to buy real estate just as the Japanese did between 1988-1993. To American eyes, it all looks very familiar. Like the Japanese, the Chinese almost overnight became one of the largest foreign buyers of US real estate. Also like the Japanese, the Chinese are mainly still targeting the same small group of assets — big, well-known office buildings and plots of land in just three cities: New York, San Francisco and Los Angeles. Pushed up by all the Chinese money, the price of Manhattan office buildings is now at a record high, above $1,400 square foot, or the equivalent of Rmb 100,000 per square meter.

The term “China price” has taken on a new meaning in the US. It used to mean that goods could be manufactured in China at least 33% cheaper. Now it means that US real estate can be sold to Chinese buyers for at least 33% more. Convincing US sellers to agree a fair price, rather than a Chinese price, takes up more time than anything else we do when representing Chinese institutional buyers in US real estate transactions.

While there are similarities between Chinese real estate investors today and Japanese investors 25 years ago, we also see some large differences. American investors should not start counting their money before its made. Based on our experience, we see Chinese investors are becoming more disciplined, more aware of the risks, more professional in evaluating US real estate.  There is still room to improve. The key to avoiding potential disaster: Chinese investors must learn the lessons of why the Japanese failed, and how to do things differently.

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Twenty-five years ago, many economists in the US believed the booming Japanese investment in US real estate was proof that Japan’s economy would soon overtake America’s as the world’s largest. Instead, we now know that Japanese buying of US property was one of the final triggers of Japanese economic collapse. The stock market, property prices both fell by over 70%. GDP shrunk, wages fell. Japanese banks, then the world’s largest, basically were brought close to bankruptcy by $700 billion in losses. To try to keep the economy from sinking even further, the Japanese government borrowed and spent at a level no other government ever has. Japan is now the most indebted country in the developed world, with total debt approaching 2.5X its gdp. There are some parallels with China’s macroeconomic condition today — banks filled with bad loans, GDP growth falling, domestic property prices at astronomical levels.

Just how much money are Chinese investors spending to buy US property? Precise data can be difficult to obtain. Many Chinese investors are buying US assets without using official channels in China to exchange Renminbi for dollars. But, the Asia Society in the US just completed the first comprehensive study of total Chinese real estate investment in the US. They estimate between 2010-2015 Chinese investors spent at least $135 billion on US property. Other experts calculate total Chinese purchases of US commercial real estate last year rose fourfold. Chinese last year became the largest buyers of office buildings in Manhattan, the world’s largest commercial real estate market.

This year is likely to see the largest amount ever in Chinese investment in the US. While most Chinese purchases aren’t disclosed, large Chinese state-owned investors, including China Life and China Investment Corporation have announced they made large purchases this year in Manhattan. While the Chinese government has recently tried to restrict flow of money leaving China, a lot of Chinese money is still reaching the US. One reason: many Chinese investors, both institutional and individual, expect the Renminbi to decline further against the dollar. Buying US property is way to profit from the Renminbi’s fall.  Other large foreign buyers of US real estate — European insurance companies, Middle East sovereign wealth funds — cannot keep up with the pace of Chinese spending.

With all this Chinese money targeting the US, many US real estate companies are in fever mode, trying to attract Chinese buyers. The large real estate brokers are hiring Chinese and preparing Chinese-language deal sheets. Some larger deals are now first being shown to Chinese investors. The reason: like the Japanese 25 years ago, Chinese investors have gained a reputation for being willing to pay prices at least 25% higher than other foreign investors and 40% above domestic US investors.

Twenty-five years ago, anyone with a building to sell at a full price flew to Japan in search of a buyer. Today, something similar is occurring. Major US real estate groups are now frequent visitors to China. Their first stop is usually the downtown Beijing headquarters of Anbang Insurance.

Eighteen months ago, just about no one in US knew Anbang’s name. Now they are among US commercial real estate owner’s ideal potential customer. The reason: last year, Anbang Insurance paid $2bn for the Waldorf Astoria Hotel. The seller was Blackstone, the world’s largest and most successful real estate investor. No one is better at timing when to buy and sell. A frequently-followed investment rule in the US Chinese investors would be wise to keep in mind:  don’t be the buyer when Blackstone is the seller.

Based on the price Anbang paid and Waldorf’s current profits, Anbang’s cap rate is probably under 2.5%. US investors generally require a cap rate of at least double that. Anbang hopes eventually to make money by converting some of the Waldorf Astoria to residential. It agreed to pay $149mn to the hotel’s union workers to get their approval to the conversion plan.

Earlier this year, Blackstone sold a group of sixteen other US hotels to Anbang for $6.5bn. Blackstone had bought the hotels three months earlier for $6bn. “Ka-Ching”.

Anbang’s chairman Wu Xiaogang now calls Blackstone chairman Steve Schwarzman his “good friend”.

 

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Another Chinese insurance company, Sunshine, paid an even higher price per room for its US hotel assets than Anbang. Sunshine paid Barry Sternlicht’s Starwood Capital Group $2 million per room for the Baccarat Hotel. It is still most ever paid for a hotel. In order to make a return above 4% a year, the hotel will need to charge the highest price per room, on average, of just about any hotel in the US.

Another famous New York hotel, the Plaza, is also now for sale. The Plaza’s Indian owners, who bought the hotel four years ago, are now facing bankruptcy. They are aggressively seeking a Chinese buyer. We’ve seen the confidential financials. Our view: only a madman should consider buying at the $700mn price the Indians are asking for.

The common view in the US now — the Chinese are, like the Japanese before, buying at the top of the cycle. Prices have reached a point where some deals no longer make fundamental economic sense. At current prices, many buildings being marketed to Chinese have negative leverage. It was similar in the late 1980s. Japanese paid so much to buy there was never any real possibility to make money except if prices continue to rise strongly. Few US investors expect them to. That’s why so many are convinced it’s a good time to sell to Chinese buyers.

No deal better symbolized the mistakes Japanese real estate investors made than the purchase in 1989 of New York’s Rockefeller Center, a group of 12 commercial buildings in the center of Manhattan. Since the time it was built by John Rockefeller in 1930, it’s been among the most famous high-end real estate projects in the world. In 1989, Mitsubishi Estate, the real estate arms of Mitsubishi Group, bought the majority of Rockefeller Center from the Rockefeller family for $1.4 billion. At the time, the Rockefeller family needed cash and they went looking for it in Japan. Mitsubishi made a preemptive bid. They bought quickly, then invested another $500mn to upgrade the building. The Japanese analysis at the time: prime Manhattan real estate on Fifth Avenue was a scarce asset that would only ever increase in value.

Mitsubishi had no real experience managing large commercial real estate projects in Manhattan. They forecasted large increases in rent income that never occurred. The idea to bring in a lot of Japanese tenants also failed. Rockefeller Center began losing money, a little at first. By 1995, with over $600 million in overdue payments to its lenders, Rockefeller Center filed for bankruptcy. Mitsubishi lost almost all its investment, and also ended up paying a big tax penalty to the US government.

A group of smart US investors took over. Today Rockefeller Center, if it were for sale, would be worth at least $8 billion.

It was a similar story with most Japanese real estate investments in the US. They paid too much, borrowed too much, made unrealistically optimistic financial projections, acted as passive landlords and focused on too narrow a group of targets in New York, San Francisco and Los Angeles.

According to Asia Society figures, over 70% of Chinese commercial real estate purchases have been in those same three cities. If you add in Silicon Valley and Orange County, the areas next to Los Angeles and San Francisco, then over 85% of Chinese investment in US real estate is going into these areas of the US. Prices in all these locations are now at highest level of all time. They are also the places where it’s hardest to get permission to build something new or change the use of the building you own.

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It’s easy enough to understand why almost all Chinese money is invested in these three places. They have the largest number of Chinese immigrants, the most flights to China, the deepest business ties to PRC companies. They are also great places for Chinese to visit or live.

But, all this doesn’t prove these are best places to invest profitably, especially for less-experienced Chinese investors. In fact, the Japanese relied on a similar local logic to justify their failed investment strategy. These are also the places with the largest number of Japanese-Americans. A quick look through financial history confirms that no two places in the world have made more money from foolish foreign investors than New York and California.

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Many of the largest US real estate groups are selling properties in New York and California to reinvest in other parts of the country where the financial returns and overall economy are better. Most of the gdp and job growth in the US comes from states in the South, especially Texas, Arizona and Florida.

Chinese investors should consider following the US smart money and shift some of their focus to these faster-growing markets. Another good strategy — partner with an experienced US real estate investor. The Japanese never did this and paid a very high price trying to learn how to buy, rent and manage profitably real estate in the US. In their most recent deals in Manhattan, both Fosun and China Life have chosen well-known US partners.

Another important difference: Japanese real estate investment in the US was almost entirely done by that country’s banks, insurance companies and developers.  With Chinese, the biggest amount of money is from individuals buying residential property. According to the Asia Society report, last year, Chinese spent $28.6bn buying homes in the US. That’s more than double the amount Chinese institutional investors spent buying commercial property. Residential prices, in most parts of the US, have still not returned to their levels before the financial crash of 2008.

Another big pool of Chinese money, almost $10bn last year, went into buying US real estate through the US government-administered EB-5 program. In the last two years, 90% of the EB-5 green cards went to Chinese citizens.

The original intention of the EB-5 program was to increase investment and jobs in small companies in America’s poorest urban and rural districts. Instead, some major US real estate developers, working with their lawyers, created loopholes that let them use the EB-5 program as a cheap way to raise capital to finance big money-making projects in rich major cities, mainly New York, Chicago and Los Angeles.  Congress is now deciding if it should reform or kill the EB-5 program.

Chinese are by far the largest source of EB5- cash. Even so, Chinese should probably be happy to see the EB-5 program either changed or eliminated. There’s also been a lot of criticism about the unethical way some EB5 agents operate within China. They are paid big fees by US developers to find Chinese investors and persuade them to become EB-5 investors. Many of these agents never properly inform Chinese investors that once they get a Green Card, they have to pay full US taxes, even if they continue to live in China. The concept of worldwide taxation is an alien one for most Chinese.

Taxes play a huge role in deciding who will and will not make money investing in US real estate. All foreign investors, including Chinese, start at a disadvantage. They aren’t treated equally. They need to pay complicated withholding tax called FIRPTA whenever they sell property, either commercial or residential. To make sure the tax is paid, the US rules require the buyer to pay only 85% of the agreed price to a foreign seller, and pay the rest directly to the IRS.  The foreign seller only gets this 15% if they can convince the IRS they’ve paid all taxes owed.

Many larger real estate investors in the US use a REIT structure to buy and manage property. It can reduce taxes substantially. Up to now, few Chinese investors have set up their own REITs in the US. They should.

Another key difference between Japanese and Chinese investors: it is very unlikely that Chinese will ever, as the Japanese did between 1995-2000, sell off most of what they own in the US. The Chinese investors we work with have a long-term view of real estate investing in the US. They say they are prepared stay calm and steadfast, even if prices either flatten out or start to fall.

This long-term view actually gives Chinese investors a competitive advantage in the US. If the US real estate industry has a weakness, it is that too few owners like to buy and hold an asset for 10 years or longer.  Many, like Blackstone and GGP, are listed companies and so need to keep up a quick pace of buying and selling to keep investors happy. As a result, there are some long-term opportunities available to smart Chinese investors that could provide steady returns even if there is no big increase in overall real estate prices.

Two examples: The US, like China, is becoming a country with a large percentage of people 65 years and older. As the country ages, American biotech and pharmaceutical companies, the world’s largest, are spending more each year to develop drugs to treat chronic diseases old people suffer from, like dementia and Parkinson’s. There’s a growing shortage of new, state-of-the-art biotech research facilities. The buildings need special construction and ventilation that require significantly higher upfront cost than building an ordinary office building. They also need to be located in nice areas, with large comfortable offices for 800 – 1,500 management and researchers. The total cost to build a biotech center is usually between $200mn-$400mn. But, rents are higher, leases are longer and there are usually tax subsidies available.

 

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The other good way to make long-term money investing in US real estate is to take advantage of the fact American companies, unlike Chinese ones, do not like owning much real estate. It tends to hurt their stock market valuation. So, bigger US companies often build long-term partnerships with reliable real estate developers to act as landlord.   Starbucks is still growing quickly and is always interested to find more real estate partners to build and own dozens of outlets for them. Starbucks provides the design and often chooses the locations. It is happy to sign a 15-20-year lease that gives landlords a rate of return or 7%-8.% a year,  higher if the developer borrows money to buy and build the new Starbucks shops. The only risk if at some point in the next 10-20 years the 2%-3% of the US population that buy a coffee at Starbucks every day stop coming.

The Japanese never developed a similar long-term strategy to make money investing in US real estate. Instead, they just spent and borrowed money to buy famous buildings they thought would only go up in value. They not only lost money, they lost face. After staying away for 20 years, Japanese investors, mainly insurance companies, have just begun investing again in New York City.

Japanese investors arrived 30 years ago confident they would be as successful buying real estate in the US as they were selling cars and tvs there. They learned a bitter lesson and left with their confidence shattered. Chinese can, should and must do better

 

(Charts courtesy Asia Society and National Association of Realtors)

 

As published by Bisnow

财经杂志 《美国房地产投资负面清单》

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Investors rush to fund China tech start-ups — Singapore Straits Times

June 28th, 2016 No comments

 Straits Times

 Investors rush to fund China tech start-ups

Staff at Beijing-based tech start-up ABD Entertainment. Many such firms have been drawing substantial investments from the government and venture capitalists, even amid China's slowing economy.
Staff at Beijing-based tech start-up ABD Entertainment. Many such firms have been drawing substantial investments from the government and venture capitalists, even amid China’s slowing economy.

Amid flow of money, hopeful entrepreneurs warned that innovation is crucial to success

Former media man Lei Ming has programmers, budding actresses and even an Internet celebrity on staff at his data-driven start-up in Beijing.

His two-year-old firm focuses on using big data and analytics – a relatively new tech sector worldwide – to help consumer brands figure out how to get the best bang for their marketing buck.

“There’s an immense amount of data we can glean from weibo accounts,” said Mr Lei, referring to the Chinese version of Twitter, which now has 261 million monthly active users.

Through data analysis, he aims to help clients find the most cost-effective ways to sell their products – through celebrity endorsement, product placement or other innovative means, especially on online platforms.

Valued at about 100 million yuan (S$20 million), the start-up received nearly 10 million yuan in funding last year.

While Mr Lei, 34, is not anxious about revenue for now, he is very clear that he must focus on making his start-up profitable. “It is important that we must be able to make money on our own instead of relying on investors’ money,” he said.

The next step is to become a major player in entertainment advertising – a market he estimates is worth 100 billion yuan. In three years, he aims to get the firm listed on a stock exchange. Mr Lei’s start-up is one of millions that have sprung up in China in recent years amid a tech startup boom. According to a report on the China.org.cn government website, some 4.9 million new companies were set up between March 2014 and May last year, with more than half being Internet firms.

Despite a slowing economy, tech start-ups of all sizes are attracting billions of dollars in investment funds from the government and venture capitalists.

According to research firm Preqin, private investors had poured around US$26.2 billion (S$35 billion) into 796 Chinese tech firms as of the middle of this month.

And last year, government-backed venture funds targeted at tech start-ups raised about 1.5 trillion yuan, increasing the amount under management to 2.2 trillion yuan, according to a Bloomberg report. However, regulations and market practices have yet to be finalised, and it is unclear how quickly the funds will be deployed, said the report.

Even though many of these 780 government guidance funds have been around for more than 10 years, the tech investment boom started after Chinese Premier Li Keqiang rolled out his “Internet Plus” initiative in 2014, encouraging innovation and entrepreneurship. This comes as China seeks to move away from a reliance on low-end manufacturing and heavy industries.

With labour and living costs on the rise, China can no longer rely on labour-intensive industries to keep its economy humming, said Ms Jenny Lee, a Shanghai-based venture capitalist who has been investing in Chinese tech firms for the past 15 years. “The old way of throwing labour at tasks is over,” she said. “China must change.”

It must adopt firms that leverage on technology, for these will help increase efficiency and sometimes replace labour, she added.

But while there is no shortage of money out there, with billions of dollars being poured into thousands of tech start-ups each year, just as many are going belly-up for shortage of funds or failure to commercialise their products.

This is because investors and consumers are becoming more discerning, and it is no longer enough for entrepreneurial hopefuls to just go and copy someone else’s idea and hope to thrive, investors and entrepreneurs told The Straits Times.

“These firms need to innovate to compete,” said Ms Lee. And innovation can be in terms of the business model, product or technology.

Some venture capitalists, such as Beijing-based James Tan, find Chinese tech firms to be very good at localising new ideas from Silicon Valley and achieving superior results on the mainland.

Still, Mr Peter Fuhrman, the chairman of China First Capital, a Shenzhen-based investment bank and advisory firm, pointed out that while this strategy has helped some of the home-grown tech giants to grow, it is not sustainable.

Successful tech players like Baidu, Alibaba and Tencent benefited greatly from an intellectual property and legal regime that allowed them to copy American business models and intellectual property without punishment, he said.

China’s market is also closed to foreign competitors, so that domestic firms can grow and thrive within a walled garden free from outside competition, he added.

However, he noted, it is harder now for China to shield its domestic firms from competition than in the late 1990s, when the tech giants got started, as China has since become a World Trade Organisation member.

“Walled gardens are basically illegal under WTO,” he said.

Another problem that could make it hard for China to grow the tech sector is the unique and “occasionally dysfunctional” capital market and initial public offering (IPO) regime, he said.

“This has now made it between difficult and impossible for Chinese tech companies to IPO within China,” he said.

Despite the problems, the push towards innovation and entrepreneurship looks set to continue, with more than 1,600 high-tech incubators nurturing start-ups across the nation.

Ms Mao Donghui, the executive director of Tsinghua x-lab, a university-based education platform for start-ups, said China is just beginning to wake up to the need for innovation. For start-ups to succeed, however, being innovative is not good enough – young people also need to know how to do business. For them to have the right combination of innovation and entrepreneurship would “require years of effort, right methods and experience”, said Ms Mao.

“It’s not that easy to just shout about innovation and entrepreneurship for a year or two, and expect to see results blossom, and affect economic growth. There is still a long way to go,” she said.

http://www.straitstimes.com/asia/east-asia/investors-rush-to-fund-china-tech-start-ups

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How Renminbi funds took over Chinese private equity (Part 2) — SuperReturn Commentary

April 4th, 2016 1 comment

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How Renminbi funds took over Chinese private equity

(Part 2)

 
Large and small ships traverse the Huangpu River 24 hours a day, 7 days a week, and 365 days a year.

Part two of a series. Read part one.

Gresham’s Law, as many of us were taught a while back, stipulates that bad money drives out good. There’s something analogous at work in China’s private equity and venture capital industry. Only here it’s not a debased currency that’s dominating transactions. Instead, it’s Renminbi private equity (PE) firms. Flush with cash and often insensitive to valuation and without any clear imperative to make money for their investors, they are changing the PE industry in China beyond recognition and making life miserable for many dollar-based PE and venture capital (VC) firms.

Outbid, outspent and outhustled

From a tiny speck on the PE horizon five years ago, Reminbi (RMB) funds have quickly grown into a hulking presence in China. In many ways, they now run the show, eclipsing global dollar funds in every meaningful category – number of active funds, deals closed and capital raised. RMB funds have proliferated irrespective of the fact there have so far been few successful exits with cash distributions.

The RMB fund industry works by a logic all its own. Valuations are often double, triple or even higher than those offered by dollar funds. Term sheets come in faster, with fewer of the investor preferences dollar funds insist on. Due diligence can often seem perfunctory.  Post-deal monitoring? Often lax, by global standards. From the perspective of many Chinese company owners, dollar PE firms look stingy, slow and troublesome.

The RMB fund industry’s greatest success so far was not the IPO of a portfolio company, but of one of the larger RMB general partners, Jiuding Capital. It listed its shares in 2015 on a largely-unregulated over-the-counter market called The New Third Board. For a time earlier this year, Jiuding had a market cap on par with Blackstone, although its assets under management, profits, and successful deal record are a fraction of the American firm’s.

The main investment thesis of RMB funds has shifted in recent years. Originally, it was to invest in traditional manufacturing companies just ahead of their China IPO. The emphasis has now shifted towards investing in earlier-stage Chinese technology companies. This is in line with China’s central government policy to foster more domestic innovation as a way to sustain long-term GDP growth.

The Shanghai government, which through different agencies and localities has become a major sponsor of new funds, has recently announced a policy to rebate a percentage of failed investments made by RMB funds in Shanghai-based tech companies. Moral hazard isn’t, evidently, as high on their list of priorities as taking some of the risk out of risk-capital investing in start-ups.

Dollar funds, in the main, have mainly been observing all this with sullen expressions. Making matters worse, they are often sitting on portfolios of unexited deals dating back five years or more. The US and Hong Kong stock markets have mainly lost their taste for PE-backed Chinese companies. While RMB funds seem to draw from a bottomless well of available capital, for most dollar funds, raising new money for China investing has never been more difficult.

RMB funds seldom explain themselves, seldom appear at industry forums like SuperReturn. One reason: few of the senior people speak English. Another: they have no interest or need to raise money from global limited partners. They have no real pretensions to expand outside China. They are adapted only and perhaps ideally to their native environment. Dollar funds have come to look a bit like dinosaurs after the asteroid strike.

Can dollar-denominated firms strike back?

Can dollar funds find a way to regain their central role in Chinese alternative investing? It won’t be easy. Start with the fact the dollar funds are all generally the slow movers in a big pack chasing the same sort of deals as their RMB brethren. At the moment, that means companies engaged in online shopping, games, healthcare and mobile services.

A wiser and differentiated approach would probably be to look for opportunities elsewhere. There are plenty of possibilities, not only in traditional manufacturing industry, but in control deals and roll-ups. So far, with few exceptions, there’s little sign of differentiation taking place. Read the fund-raising pitch for dollar and RMB funds and, apart from the difference in language, the two are eerily similar. They sport the same statistics on internet, mobile, online shopping penetration: the same plan to pluck future winners from a crop of look-alike money-losing start-ups.

There is one investment thesis the dollar PE funds have pretty much all to themselves. It’s so-called “delist-relist” deals, where US-quoted Chinese companies are acquired by a PE fund together with the company’s own management, delisted from the US market with the plan to one day IPO on China’s domestic stock exchange. There have been a few successes, such as the relisting last year of Focus Media, a deal partly financed by Carlyle. But, there are at least another forty such deals with over $20bn in equity and debt sunk into them waiting for their chance to relist. These plans suffered a rather sizeable setback recently when the Chinese central government abruptly shelved plans to open a new “strategic stock market” that was meant to be specially suited to these returnee companies. The choice is now between prolonged limbo, or buying a Chinese-listed shell to reverse into, a highly expensive endeavor that sucks out a lot of the profit PE firms hoped to make.

Outspent, outbid and outhustled by the RMB funds, dollar PE funds are on the defensive, struggling just to stay relevant in a market they once dominated. Some are trying to go with the flow and raise RMB funds of their own. Most others are simply waiting and hoping for RMB funds to implode.

So much has lately gone so wrong for many dollar PE and VC in China. Complicating things still further, China’s economy has turned sour of late. But, there’s still a game worth playing. Globally, most institutional investors are under-allocated to China.  A new approach and some new strategies at dollar funds are overdue.

Peter Fuhrman moderates our SuperReturn China 2016 Big Debate: ‘How Do You Best Manage Your Exposure To China?’. Discussants include:

  • John Lin, Managing Partner, NDE Capital (GP)
  • Xisheng Zhang, Founding Partner & President, Hua Capital (GP)
  • Bo Liu, Chief Investment Officer, Wanda Investment (LP)
The Big Debate takes place on Tuesday 19 April 2016 at 11:55 – 12:25 at SuperReturn China in Beijing. Can’t make it? Follow the action on Twitter.

Outbid, outspent and outhustled: How Renminbi funds took over Chinese private equity (Part 1) — SuperReturn Commentary

April 1st, 2016 1 comment

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SR

Outbid, outspent and outhustled

Renminbi-denominated private equity funds basically didn’t exist until about five years ago. Up until that point, for ten golden years, China’s PE and VC industry was the exclusive province of a hundred or so dollar-based funds: a mix of global heavyweights like Blackstone, KKR, Carlyle and Sequoia, together with pan-Asian firms based in Hong Kong and Singapore and some “China only” dollar general partners like CDH, New Horizon and CITIC Capital. These firms all raised money from much the same group of larger global limited partners (LPs), with a similar sales pitch, to make minority pre-IPO investments in high-growth Chinese private sector companies then take them public in New York or Hong Kong.

All played by pretty much the same set of rules used by PE firms in the US and Europe: valuations would be set at a reasonable price-to-earnings multiple, often single digits, with the usual toolkit of downside protections. Due diligence was to be done according to accepted professional standards, usually by retaining the same Big Four accounting firms and consulting shops doing the same well-paid helper work they perform for PE firms working in the US and Europe. Deals got underwritten to a minimum IRR of about 25%, with an expected hold period of anything up to ten years.

There were some home-run deals done during this time, including investments in companies that grew into some of China’s largest and most profitable: now-familiar names like Baidu, Alibaba, Pingan, Tencent. It was a very good time to be in the China PE and VC game – perhaps a little too good. Chinese government and financial institutions began taking notice of all the money being made in China by these offshore dollar-investing entities. They decided to get in on the action. Rather than relying on raising dollars from LPs outside China, the domestic PE and VC firms chose to raise money in Renminbi (RMB) from investors, often with government connections, in China. Off the bat, this gave these new Renminbi funds one huge advantage. Unlike the dollar funds, the RMB upstarts didn’t need to go through the laborious process of getting official Chinese government approval to convert currency. This meant they could close deals far more quickly.

Stock market liberalization and the birth of a strategy

Helpfully, too, the domestic Chinese stock market was liberalized to allow more private sector companies to go public. Even after last year’s stock market tumble, IPO valuations of 70X previous year’s net income are not unheard of. Yes, RMB firms generally had to wait out a three-year mandated lock-up after IPO. But, the mark-to-market profits from their deals made the earlier gains of the dollar PE and VC firms look like chump change. RMB funds were off to the races.

Almost overnight, China developed a huge, deep pool of institutional money these new RMB funds could tap. The distinction between LP and GP is often blurry. Many of the RMB funds are affiliates of the organizations they raise capital from. Chinese government departments at all levels – local, provincial and national – now play a particularly active role, both committing money and establishing PE and VC funds under their general control.

For these government-backed PE firms, earning money from investing is, at best, only part of their purpose. They are also meant to support the growth of private sector companies by filling a serious financing gap. Bank lending in China is reserved, overwhelmingly, for state-owned companies.

A global LP has fiduciary commitments to honor, and needs to earn a risk-adjusted return. A Chinese government LP, on the other hand, often has no such demand placed on it. PE investing is generally an end-unto-itself, yet another government-funded way to nurture China’s economic development, like building airports and train lines.

Chinese publicly-traded companies also soon got in the act, establishing and funding VC and PE firms of their own using balance sheet cash. They can use these nominally-independent funds to finance M&A deals that would otherwise be either impossible or extremely time-consuming for the listed company to do itself. A Chinese publicly-traded company needs regulatory approval, in most cases, to acquire a company. An RMB fund does not.

The fund buys the company on behalf of the listed company, holding it while the regulatory approvals are sought, including permission to sell new shares to raise cash. When all that’s completed, the fund sells the acquired company at a nice mark-up to its listed company cousin. The listco is happy to pay, since valuations rise like clockwork when M&A deals are announced. It’s called “market cap management” in Chinese. If you’re wondering how the fund and the listco resolve the obvious conflicts of interest, you are raising a question that doesn’t seem to come up often, if at all.

 

Peter continues his discussion of the growth of Renminbi funds next week. Stay tuned! He also moderates our SuperReturn China 2016 Big Debate: ‘How Do You Best Manage Your Exposure To China?’.

http://www.superreturnlive.com/

Download PDF version.

 

 

New Year gambling hints at Chinese entrepreneurial vigour — The Financial Times

February 23rd, 2016 No comments

FT logo

 

FT beyondbrics

With about every major leading economic indicator in a tailspin, it’s easy, even obvious, to be bearish about China. But, one sign of economic activity could hardly seem more robust: the crowds and cash at gambling tables during this year’s Chinese New Year.

The two-week long lunar New Year celebration finally drew to a close on Monday with the Lantern Festival. Here in Shenzhen, China’s richest city per capita, no sooner do the shops all shut down for the long break than the gambling tables spill out onto the street, like the cork flying out of a bottle.

Gambling, especially in public places with large sums being wagered, is illegal everywhere in China. All the same, the New Year is ready-made for gamblers and street-corner croupiers to gather. For one thing, most police and urban street patrols are also away from their jobs with family.

Along with over-eating and giving cash-stuffed red envelopes, gambling is the other main popular indulgence during the New Year. Most of it happens behind closed doors with families gathered around the mahjong and card table. But parts of Shenzhen soon take on the appearance of an al fresco Macau (see photo).

 

 

 

 

 

 

 

 

 

 

This year, from what I could see, the number of punters and sums being wagered was far higher than years past. This matters not only as a statement of consumer optimism here but also as affirmation of the love of risk-taking that helps make China such a hotbed of entrepreneurial activity.

The two forces operating together – not only at street corner casinos — are perhaps the best reason to be optimistic that China’s economy may yet avoid a “hard landing” and continue to thrive.

In my neighborhood, the favorite game on the street is a form of craps where people bet on which of six auspicious animals and lucky symbols will turn up. Hundreds of renminbi change hands with each roll. No small bets allowed. The gambling goes on from morning until late at night.

It’s a game that requires no skill and one that also gives the house a huge advantage, since winning bets only make four times the sum wagered. This puts it in a somewhat similar league with punto banco baccarat, the casino game Chinese seem to like the most. It’s also game of pure chance, where the house has a built-in edge.

In China, gamblers’ capital flows to games with unfair odds, where dumb luck counts for more than smarts. In this there is cogent parallel with the investment culture in China. China is simply awash in risk-loving risk capital.

Street-side gambling is popular during the New Year break in part because the other more organised mainstream forms of taking a punt are shut down. Top of the list, of course, is the Chinese domestic stock market. It’s rightly called the world’s largest gambling den. Shares bob up and down in unison, prices decoupled from underlying economic factors, a company’s own prospects or comparable valuations elsewhere.

The simple reason is that almost all shares are owned by individual traders. Fed on rumors and goaded by state-owned brokerage houses, they seem to give no more thought to which shares to buy than my neighbors do before betting Rmb200 on which dice will land on the lucky crab.

The housing market, too, traces a similar erratic arc, driven far more by short-term speculation than the need to put a roof over one’s head. Billions pour in, bidding up local housing prices in many Chinese cities to a per-square-foot level higher than just about anywhere in the West except London, Paris, New York and San Francisco. Eventually prices do begin to moderate or even fall, as happened in most smaller cities this past twelve months.

The other big pool of risk capital in China goes into direct investment in entrepreneurial ventures of all sizes and calibers. Nowhere in the world is it easier to raise money to start or grow a business than China. In part, because Chinese have a marked preference for being their own boss, so the number of new companies started each year is high. The other big factor, call it the demand side, is that there is both a lot of money available and a great enthusiasm for investing in the new, the untried, the risky.

Before coming here, I used to work in the venture capital industry in California. VCs there are occasionally accused of turning a blind eye toward risk. Compared to venture investing in China, however, even the most starry-eyed venture investor in Silicon Valley looks like a Swiss money manager.

Just about any idea here seems to attract funding, a lot of it institutional. China now almost certainly has more venture firms than the rest of the world combined. No one can keep proper count. Along with all the big global names like Sequoia and Kleiner Perkins, there are thousands of other China-only venture firms operating, along with at least as many angel groups. In addition, just about every Chinese town, city and province, along with most listed companies, have their own venture funds.

I marvel at the ease with which early-stage businesses get funded, the valuations they command and the less than diligent due diligence that takes sometimes place before money moves. Of course, a few of these venture-backed companies hit the jackpot.

Alibaba or Tencent are two that come to mind. But, initial public offering (IPO) exits for Chinese startups remain rare, and so taken as a whole, venture investing returns in China have proved meager. But, activity never seems to wane. Fad follows fad. From group shopping, to what’s known in China as “O2O” (offline-to-online) thousands of companies get started, funded and then often within less than 18 months, go pffft.

With the New Year celebrations winding down, the outdoor gambling tables in my neighborhood are being put away for another year. Work schedules are returning to normal. For all the headwinds China’s economy now faces, Chinese household savings are still apparently growing faster than GDP. This means Chinese will likely go on year-after-year amassing more money to invest, to gamble or to speculate.

 

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http://blogs.ft.com/beyond-brics/2016/02/22/new-year-gambling-hints-at-chinese-entrepreneurial-vigour/

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China 2015 — China’s Shifting Landscape — China First Capital new research report published

July 20th, 2015 No comments

China First Capital research report

 

Slowing growth and a gyrating stock market are the two most obvious sources of turbulence in China at the midway point of 2015. Less noticed, perhaps, but certainly no less important for China’s long-term development are deeper trends radically reshaping the overall business environment. Among these are a steady erosion in margins and competitiveness in many, if not most, of China’s industrial and service economy. There are few sectors and few companies that are enjoying growth and profit expansion to match last year and the years before.

China’s consumer market, while healthy overall, is also becoming a more difficult place for businesses to earn decent returns. Relentless competition is one part. As problematic are rising costs and inefficient poorly-evolved management systems.  From a producer economy dominated by large SOEs, China is shifting fast to one where consumers enjoy vastly more choice, more pricing leverage and more opportunities to buy better and buy cheaper. Online shopping is one helpful factor, since it allows Chinese to escape from the poor service and high prices that characterize so much of the traditional bricks-and-mortar retail sector. It’s hard to find anything positive to say about either the current state or future prospects for China’s “offline economy”.

Meanwhile, more Chinese are taking their spending money elsewhere, traveling and buying abroad in record numbers. They have the money to buy premium products, both at home and abroad. But, too much of what’s made and sold within China, belongs to an earlier age. Too many domestic Chinese companies are left manufacturing products no longer quite meet current demands. Adapting and changing is difficult because so many companies gorged themselves previously on bank loans. Declining margins mean that debt service every year swallows up more and more available cash flow. When the economy was still purring along, it was easier for companies and their banks to pretend debt levels were manageable. In 2015, across much of the industrial economy, the strained position of many corporate borrowers has become brutally obvious.

These are a few of the broad themes discussed in our latest research report, “China 2015 — China’s Shifting Landscape”. To download a copy click here.

Inside, you will not find much discussion of GDP growth or the stock market. Instead, we try here to illuminate some less-seen, but relevant, aspects of China’s changing business and investment environment.

For those interested in the stock market’s current woes, I can recommend this article (click here) published in The New York Times, with a good summary of how and why the Chinese stock market arrived at its current difficult state. I’m quoted about the preference among many of China’s better, bigger and more dynamic private sector companies to IPO outside China.

In our new report, I can point to a few articles that may be of special interest, for the signals they provide about future opportunities for growth and profit in China:

  1. China’s most successful cross-border M&A ever, General Mills of the USA acquisition and development of dumpling brand Wanchai Ferry (湾仔码头), using a strategy also favored by Nestle in China
  2. China’s new rules and rationale for domestic M&A – “buy first and pay later”
  3. China’s most successful, if little known, recent start-up, mobile phone brand OnePlus – in its first full year of operations, 2015 worldwide revenues should reach $1 billion, while redefining positively the way Chinese brand manufacturers are viewed in the US and Europe
  4. Shale gas – by shutting out most private sector investment, will China fail to create conditions to exploit the vast reserves, larger than America’s, buried under its soil?
  5. Nanjing – left behind during the early years of Chinese economic reform and development, it is emerging as a core of China’s “inland economy”, linking prosperous Jiangsu and Shanghai with less developed heavily-populated Hubei, Anhui, Sichuan

We’re at a fascinating moment in China’s story of 35 years of rapid and remarkable economic transformation. The report’s conclusion: for businesses and investors both global and China-based, it will take ever more insight, guts and focus to outsmart the competition and succeed.

 

US Private Equity Soars While China Stalls

February 9th, 2015 1 comment

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In 2014, the gap between the performance of the private equity industry in China and the US opened wide.  The US had a record-breaking year, with ten-year net annualized return hitting 14.6%. Final data is still coming in, but it appears certain US PE raised more capital more quickly and returned more profits to LPs than any year previously.  China, on the other hand, had another so-so year. Exits picked up over 2013, but still remain significantly below highs reached in 2011. As a result profit distributions to LPs and closing of new China-focused funds are also well down on previous highs.

China’s economy, of course, also had an off year, with growth trending down. But, it’s hard to place the blame there. At 7.5%, China’s economy is still growing at around triple the rate of the US. China’s publicly-traded equities market, meanwhile, turned in a stellar performance, with the overall Chinese stock exchange average up 52% in 2014, compared to a 11.4% rise in the US S&P. When stock markets do well, PE firms should also, especially with exits.

While IPO exits for Chinese companies in US, HK and China reached 221, compared to only 66 in 2013, the ultimate measure of success in PE investing is not the number of IPOs. It’s the amount of capital and profits paid back to LP investors. This is China PE’s greatest weakness.

Over the last decade, China PE firms have returned only about 30% of the money invested with them to their LPs. This compares to the US, where PE firms over the same period returned twice the money invested by LPs. In other words, in China, as 2015 commences, PE firm investors are sitting on large cash losses.

China private equity distributions to LPs

 

China PE firms say they hope to return more money to their LPs in the future.  But, this poor pay-out performance is already having an adverse impact on the China PE industry. It is getting harder for most China PE firms to raise new capital. If this trend continues, there will be two negative consequences – first, the China PE industry, now the second largest in the world,  will shrink in size. Second, and more damaging for China’s overall economic competitiveness, the investment capital available for Chinese companies will decline. PE capital has provided over the past decade much-needed fuel for the growth of China’s private sector.

What accounts for this poor performance of China private equity compared to the US? One overlooked reason: China PE has lost the knack of investing and exiting profitably from Chinese industrial and manufacturing companies. Broadly speaking, this sector was the focus of about half the PE deals done up to 2011 when new deals peaked. That mirrors the fact manufacturing accounts for half of China’s GDP and traditionally has achieved high levels (over 30%) of value-added.

Manufacturing has now fallen very far from favor in China. Partly it’s the familiar China macro story of slowing export growth and margin pressures from rising labor costs and other inputs. But, another factor is at work: China’s own stock market, as well as those of the US and Hong Kong, have developed a finicky appetite when it comes to Chinese companies. In the US, only e-commerce and other internet-related companies need apply for an IPO. In Hong Kong, the door is open more widely and the bias against manufacturing companies isn’t quite so pronounced, especially if the company is state-owned. But, among private sector companies, the biggest China-company IPO have been concentrated in financial services, real estate, food production, retail.

For China-investing PE firms, this means in most cases their portfolios are mismatched with what capital markets want. They hold stakes in thousands of Chinese industrial and manufacturing companies representing a total investment of over $20 billion in LP money.  For now, the money is trapped and time is growing short. PE fund life, of course, is finite. Many of these investments were made five to eight years ago. China PE need rather urgently to find a way to turn these investments into cash and return money to LPs. Here too the comparison with US private equity is especially instructive.

The colossus that is today’s US private equity industry, with 3,300 firms invested in 11,000 US companies, was built in part by doing successful buyouts in the 1980s and 1990s of manufacturing and industrial companies, often troubled ones. Deals like Blackstone‘s most successful investment of all time, chemicals company Celanese, together with American Axle and TRW Automotive, KKR‘s Amphenol Corporation, Bain‘s takeover of  Sealy Corporation and many, many others led the way. Meanwhile, smart corporate investors like Warren Buffett’s Berkshire Hathaway, Honeywell, Johnson Controls, Emerson Electric and were also pouring billions into acquiring and shaping up industrial businesses. So successful has this strategy been over the last 30 years, it can seem like there are no decent industrial or manufacturing companies left for US PEs to target.

Along the way, US PEs became experts at selecting, acquiring, fixing up and then exiting from industrial companies. US PEs have shown again and again they are good at rationalizing, consolidating, modernizing and systematizing industrial companies and entire industrial sectors. These are all things China’s manufacturing industry is crying out for. Market shares are fragmented, management systems often non-existent, inventory control and other tools of “lean manufacturing” often nowhere to be found.

So here’s a pathway forward for China PE, to use in China the identical investing skills honed in the US. It should be rather easy, since among the US’s 100 biggest private equity firms, the majority have sizeable operations now in China, including giants like Carlyle, Blackstone, KKR, TPG, Bain Capital, Warburg Pincus. For these firms, it should be no more complicated than the left hand following what the right hand is doing.

It isn’t working out that way. This is a big reason why China PE is performing poorly compared to the US. PE partners in China in the main came into the industry after getting an MBA in the US or UK, then getting a job on Wall Street or a consulting shop. Few have experience working in,  managing or restructuring industrial companies. They often, in my experience, look a little out of place walking a factory floor. This is the other big mismatch in China PE — between the skill-sets of those running the PE firms what’s needed to turn their portfolio companies into winners.

Roll-up, about the most basic and time-tested of all US PE money-making strategies, has yet to take root in China. Inhospitable terrain? No, to the contrary. But, it requires a fair bit of sweat and grit from PE firms.

This may account for the fact that China PE firms are now mainly herding together to try to close deals in e-commerce, healthcare services, mobile games and other places where no metal gets bashed. PE firms formed such a crush to try to invest in Xiaomi, the mobile phone brand, that they drove the valuation up in the latest round of funding to $46 billion, so high none of them decided to invest. China PE is that paradoxical – fewer deals are getting done, fewer have profitable exits and yet valuations are often much higher than anywhere else.

Another worrying sign: of the big successful China company IPOs in 2014 – Alibaba, Dalian Wanda‘s commercial real estate arm, CGN, CITIC Securities, Shaanxi Coal, JD.com, WH Group  – only one had large global PE firms inside as large shareholders. That was WH Group, a troubled deal that had a hard time IPOing and has since sunk rather sharply. For the big global PE firms, 2014 had no big China IPO successes, which is probably a first.

The giant US PEs (Blackstone, Carlyle, KKR, Goldman Sachs Capital Partners, Bain Capital, TPG and the others) all voyaged to China a decade or more ago with high hopes. Some even dared predict China would become as important and profitable a market for them as the US. They were able to raise billions at the start, build big teams, but it’s been getting noticeably harder both to raise money and notch big successful deals. And so their focus is shifting back to the US.

China has so much going for it as an investment destination, such an abundance of what the US lacks. High overall growth, a government rolling in cash, a burgeoning and rapidly prospering middle class, rampant entrepreneurship, huge new markets ripe for taking. Why then are so many of the world’s most professional and successful investors finding it so tough to make a buck here?

 

Private Equity in China 2014: A Dialogue

January 7th, 2014 No comments

pendant

PE in China is changing. But, from what and into what?

Over the last week, I had an email discussion with a managing director in China of one of the world’s five largest private equity firms. He wrote to tell me about the fund’s recent change in China strategy, which then triggered an email dialogue on the specific challenges his firm is trying to overcome, and the larger tides that are shaping the private equity industry in China.

I’ll share an edited version here. I’ve taken out the firm’s name and any references that might make it identifiable.

Think it’s easy to be a private equity boss in China, to keep your job and keep your LPs happy? It’s anything but.

PE Firm Managing Director: Peter, I want to share some change in our fund strategy with you and get your opinion on it.

We have optimized our investment strategy for our US$ fund. We will focus more on late-stage companies that can achieve an IPO within 1-2 years and exit/partial exit perhaps 3-4 years or less. Total investment amount is still $30-80M but we prefer larger deal sizes within the range. Since these are high quality companies, we have lowered our criteria and is willing to be more competitive and pay higher valuation and take less % ownership (minimum 4-5% is still OK). We can also buy more old shares and participate in small club deals as long as the minimum investment size is met.

We are also willing to work with high quality listed companies in terms of PIPE/CB. In sum, our strategy should be more flexible and competitive versus before.

Me: Thanks for sending me the summary on the new investment strategy. You could guess I wouldn’t just reply, “sounds fine to me”.

Here’s my view of it, after a day’s thought. If I didn’t know it was from [your firm], or didn’t focus on the larger check size, I’d say the strategy was identical to every RMB PE firm active in China, starting with Jiuding and then moving downward. That by itself is a problem since in my mind, [your firm] operates in a different universe from those guys — you are thoroughly professional, experienced, global, proper fiduciaries. Maybe that’s your opportunity, to be the ” thoroughly professional, experienced, global, proper fiduciary” version of an RMB fund?

Other problem is, unless your firm is even smarter and more well-connected in Zhongnanhai than I think, no one can have any real idea at this point which Chinese companies, other than Alibaba Group,  can gain an IPO in next two years. The English idiom here is “making yourself a hostage to fortune”. In other words, the only way a PE could consistently achieve the goal of “IPO exits within 24 months” is based more on luck than planning and deal execution.

If you asked me, I’d think the way to frame it is you will opportunistically seek early exits, but will focus always on companies where you have confidence EV will increase by +30% YOY over short- and medium-term, in part due to the money and know-how you provide. It’s kind of a hedge, rather than just hoping IPO exits will come roaring back after almost two years with basically zero Chinese IPOs.

The good news for you and for me is that China has so many great companies, great entrepreneurs that all of us can “free ride”, to some extent, on their genius and ability to generate growth and wealth.

PE MD: Thanks for the detailed message and for thinking so hard to help us.

First let me explain why the changes were made. Through extensive recent discussion with limited partners, it appears that a hybrid fund with small early stage, mid-sized growth stage and larger sized late stage or PIPE is not what LPs want as they are in the business of allocating funds to a variety of focused managers rather than just put the money to a single fund doing it all. For example, it could allocate a small portion of its capital to Sequoia or Qiming for early stage and pray they can get a huge return back in five years. For other (major) part of their allocation, they desire some fund which can focus more on IRR increase of Multiple of Capital.

I think this is where we are attempting to position our latest fund. Even though our returns are decent, our previous funds took too long to return distributions and result in lower IRRs.

As you know, my firm has [over $100 billion] AUM. Although the company including the Founder is extremely supportive of our fund, we have to do more to make our fund relevant to the firm financially. Therefore, we need to focus on bigger/latter stage project which can allow us to deploy/harvest capital more quickly than before (3-4 years versus 5-7 years) and building up more AUM per investment professional to reach at least the average for the firm.

Doing many small projects ($10-20 million) has also put a very high administrative burden/cost on our back-office. While the strategy means that we will go in a little bit later stage, taking a smaller-stake sometimes and perhaps pay a higher valuation (since the companies are more expensive as risks are lower closer to liquidity), it doesn’t change our commitment to each investment. In fact, due to the reduced number of investment, we can focus our value creation efforts on each one more. This is very different than the shoot and forget method of Jiuding.

It is true having a smaller stake will reduce our influence and perhaps reduce our ability to persuade the founder to sell in case an IPO is impossible. However, a smaller stake means it is more liquid after IPO and we can be more flexible in selling the stake pre-IPO to another PE. Of course we are not explicitly targeting IPO in 24 month but we are trying to be as late stage as possible while meeting our IRR stand. We do have some idea of what kind of company can IPO sooner based on years of experience. If the markets or regulatory agencies don’t cooperate on the IPO schedule, then we just have to make sure our investments can keep growing without an IPO.

Me: As a strategy, it can’t be faulted. In a nutshell, it’s “Get in, get out, get carry and get new capital allocations from one’s LPs.”

My doubts are down on the practical level. Are there really deals like this in the market? If so, I certainly don’t see them. I’m just one guy feeling the elephant’s tail, and so have nothing like the people, sources that your firm has in China. Maybe there are lots of these kinds of opportunities, well-run Chinese companies with pre-money valuations of +USD$200mn (implying net income of +USD$20mn), and so probably large enough to IPO now, but still looking, somewhat illogically,  to raise outside PE money from a dollar fund at a discount to public markets.  Maybe too there are enough to go around to fill the strategic needs of not just your firm but about every other one active here, including not only the RMB crowd, but all the other big global guys, who also say they want to find ways to write big dollar checks in China and exit these deals within 2-3 years. (This is, after all, the genesis of the craze to throw money into PtP deals in the US, none of which have made anyone any money up to this point.)

Is China deal flow a match for this China strategy? That’s the part I’ll be watching most closely.

My empirical view is that the gap may be growing dangerously ever wider between what China PEs are seeking and what the China market has to offer. This is a country where the best growth capital deals and best risk-adjusted investments are concentrated among entrepreneurial private sector businesses with (sane) valuations below $100mn. In other markets, scale is inversely correlated with risk. In China, it is probably the opposite. Bigger deals here usually have more hair on them than an alpaca.

From our discussions over the years, I know you’re someone who looks at deals through a special, somewhat contrarian prism. Your firm’s new strategy pulls in one direction, while your own inclinations, judgment and experience may perhaps pull you in another.

We’re finishing up now a “What’s ahead in 2014″ Chinese-language report that we’ll distribute to the +6,500 Chinese company bosses, senior management and Chinese government officials in our database.  I’ll send a copy when it’s done. You’ll see we’re basically forecasting 2014 will be a better year to operate and finance a business in China than the last two years. Our view is good Chinese companies should seize the moment, and try to outrun and outgun their competitors.  Your role: supply the fuel, supply the ammo.

 

Private Equity Secondaries in China — PEI Magazine Whitepaper

November 19th, 2013 No comments

Secondaries

 

 

PEI Secondaries Cover

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Private equity dealflow continues to stall in China – but so far it hasn’t yet prompted the hoped-for explosion in secondary market activity

Secondaries specialists have been busy in Asia lately. While firms such as LGT Capital Partners and Paul Capital have been doing secondaries deals from Hong Kong since 2007, in the last 18 months other firms such as Greenpark Capital, AlpInvest Partners and Lexington Partners have all been enhancing their Asia presence.

So far, secondary market activity in Asia has been more of a gradual flow than a wave of deals. But the changing macroeconomic conditions are increasing pressure on GPs – and that could result in more opportunities, particularly in China. Asia’s largest and most attractive market is losing some of its shine, thanks to a sustained slowdown in annual GDP growth and a frozen IPO market that has left GPs holding assets that they need to exit.

“If you could do [secondaries] at this moment – wow,” says Peter Fuhrman, chairman and chief executive of China First Capital. “In this market, some LPs could sell out for 10 cents on the dollar. For LP secondary buyers, it is nirvana: a distressed exit market, portfolios with solid growing businesses inside of them, and a group of somewhat distressed LPs. A lot of these LPs, even bigger ones who have their money in China, have lost faith.”

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Click To Read Full PEI Whitepaper Report on Private Equity Secondaries

The China IPO Embargo: How and When IPOs May Resume

September 23rd, 2013 No comments

China IPO

China first slowed its IPO machinery beginning July 2012 and then shut it down altogether almost a year ago. Since then, about the only thing stirring in China’s IPO markets have been the false hopes of various analysts, outside policy experts, stockbrokers, PE bosses, even the world’s most powerful investment bank.  All began predicting as early as January 2013 the imminent resumption of IPOs.

So here we are approaching the end of September 2013 with still no sign of when IPOs will resume in China. What exactly is going on here? Those claiming to know the full answer are mainly “talking through their hat“. Indeed, the most commonly voiced explanation for why IPOs were stopped — that IPOs would resume when China’s stock markets perked up again, after two years of steady decline — looks to be discredited. The ChiNext board, where most of China’s private companies are hoping to IPO, has not only recovered from a slump but hit new all-time highs this summer.

Let me share where I think the IPO process in China is headed, what this sudden, unexplained prolonged stoppage in IPOs has taught us, and when IPOs will resume.

First, the prime causal agent for the block in IPOs was the discovery in late June last year of a massive fraud inside a Chinese company called Guangdong Xindadi Biotechnology.  (Read about it here and here.)

This one bad apple did likely poison the whole IPO process in China, along with the hopes of the then-800 companies on the CSRC waiting list. They all had underwriters in place, audits and other regulatory filings completed and were waiting for the paperwork to be approved and then sell shares on the Shenzhen or Shanghai stock exchanges. That was a prize well worth queuing up for. China’s stock markets were then offering companies some of the world’s highest IPO valuations.

After Xindadi’s phony financials were revealed and its IPO pulled, the IPO approval process was rather swiftly shut down. Since then, the CSRC has gone into internal fix-it mode. This is China, so there are no leaks and no press statements about what exactly is taking place inside the CSRC and what substantive changes are being considered. We do know heads rolled. Xindadi’s accountants and lawyers have been sanctioned and are probably on their way to jail, if they aren’t there already A new CSRC boss was brought in, new procedures to detect and new penalties to discourage false accounting were introduced.  The waiting list was purged of about one-third of the 800 applicants. No new IPO applications have been accepted for over a year.

IPOs will only resume when there is more confidence, not only within the CSRC but among officials higher up, that the next Xindadi will be detected, and China’s capital markets can keep out the likes of Longtop Financial and China MediaExpress, two Chinese companies once quoted on NASDAQ exchange. They, along with others, pumped up their results through false accounting, then failed spectacularly.  Overall, according to McKinsey, investors in U.S.-listed Chinese companies lost 72% of their investment in the last two years.

China’s leadership urgently does not want anything similar to occur in China. That much is certain. How to achieve this goal is less obvious, and also the reason China’s capital market remains, for now, IPO-less.

If there were a foolproof bureaucratic or regulatory way for the CSRC to detect all fraudulent accounting inside Chinese companies waiting to IPO in China,  the CSRC would have found it by now. They haven’t because there isn’t. So, when IPOs resume, we can expect the companies chosen to have undergone the most forensic examination practiced anywhere. The method will probably most approximate the double-blind testing used by the FDA to confirm the efficacy of new medicines.

Different teams, both inside the CSRC and outside, will separately pour over the financials. Warnings will be issued very loudly. Anyone found to be book-cooking, or lets phony numbers get past him,  is going to be dealt with harshly. China, unlike the US, does not have “country club prisons” for white collar felons.

The CSRC process will turn several large industries in China into IPO dead zones, with few if any companies being allowed to go public. The suspect industries will include retail chains, restaurants and catering, logistics, agricultural products and food processing. Any company that uses franchisees to sell or distribute its products will also find it difficult, if not impossible, to IPO in China. In all these cases, transactions are done using cash or informal credit, without proper receipts. That fact alone will be enough to disqualify a company from going public in China.

Pity the many PE firms that earlier invested in companies like this and have yet to exit. They may as well write down to zero the value of these investments.

Which companies will be able to IPO when the markets re-open? First preference will be for SOEs, or businesses that are part-owned by or do most of their business with SOEs. This isn’t really because of some broader policy preference to favor the state sector over private enterprise. It’s simply because SOEs, unlike private companies, are audited annually, and are long accustomed to paper-trailing everything they do. In the CSRC’s new “belt and suspenders” world, it’s mainly only SOEs that look adequately buckled up.

Among private companies, likely favorites will include high-technology companies (software, computer services, biotech), since they tend to have fewer customers (and so are easier to audit) and higher margins than businesses in more traditional industries. High margins matter not only, or even mainly, because they demonstrate competitive advantage. Instead, high margins create more of a profit cushion in case something goes wrong at a business, or some accounting issue is later uncovered.

The CSRC previously played a big part in fixing the IPO share price for each company going public. My guess is, the CSRC is going to pull back and let market forces do most of the work. This isn’t because there’s a new-found faith in the invisible hand. Simply, the problem is the CSRC’s workload is already too burdensome. Another old CSRC policy likely to be scrapped: tight control on the timing of all IPOs, so that on average, one company was allowed to IPO each working day. The IPO backlog is just too long.

The spigot likely will be opened a bit. If so, IPO valuations will likely continue to fall. From a peak in 2009, valuations on a p/e basis had already more than halved to around 35 when the CSRC shut down all IPOs.  IPO valuations in China will stay higher than, for example, those in Hong Kong. But, the gap will likely go on narrowing.

What else can we expect to see once IPOs resume? Less securitized local government borrowing. Over the last 16 months, with lucrative IPO underwriting in hibernation,  China’s investment banks, brokerage houses and securities lawyers all kept busy by helping local government issue bonds. It’s a low margin business, and one not universally approved-of by China’s central government.

How about things that will not change from the way things were until 16 months ago? The CSRC will continue to forbid companies, and their brokers, from doing pre-IPO publicity or otherwise trying to hype the shares before they trade. If first day prices go up or down by what CSRC determines is “too much”, say by over 15%, expect the CSRC to signal its displeasure by punishing the brokerage houses managing the deals.  The CSRC is the lord and master of China’s IPO markets, but a nervous one, stricken by self-doubt.

China needs IPOs because its companies need low-cost sources of growth capital. When IPOs stopped, so too did most private equity investment in China. It’s clear to me this collapse in equity funding has had a negative impact on overall GDP, and Chinese policy-makers’ plans to rebalance its economy away from the state-owned sector. It’s a credit to China’s overall economic dynamism, and the resourcefulness of its entrepreneurs,  that economic growth has held up so well this past 18 months.

IPOs in China are a creature of China’s administrative state. Companies, investors, bankers, are all mainly just bystanders. Right now, the heaviest chop to lift in China’s bureaucracy may be the one to stamp the resumption of IPOs. So, when exactly will IPOs resume? Sometime around Thanksgiving (November 24, 2013) would be my guess.

 

 

Beyond the Hype, Shenzhen Qianhai Economic Zone — Article in AVCJ Magazine

August 31st, 2013 No comments

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AVCJ China First Capital

 

 

The Qianhai economic zone in Shenzhen is being primed as China’s next global financial services hub, a place where private equity firms can raise local currency funds from overseas investors. How is it getting on?

A small but burgeoning town on the outskirts of Shenzhen, Qianhai already has a fulsome epithet to which it can aspire – the “Manhattan of the Pearl River Delta.” With an imposing urban skyline sketched on architects charts and potentially even bolder financial reforms in the pipeline, local residents are quick to draw parallels between iconic downtown New York and ambitions writ large on the walls of the well-appointed Qianhai Authority Bureau Office.

The reality – a 15 square-kilometer site that is still basically a muddy piece of muddy reclaimed land – reminds visitors of just how far this economic zone has to go.

Much the same can be said of Qianhai’s attention-grabbing financial initiative: allowing renminbi to flow freely across the boundary with Hong Kong. This latest effort to internationalize China’s currency will, in theory, see locally-registered companies receive renminbi-denominated loans from Hong Kong banks, and locally-registered private equity funds raise renminbi capital from Hong Kong investors.

Several high-profile PE players have already bought into the idea. The Blackstone Group and KKR have reportedly held preliminary talks with the Qianhai authorities; John Zhao, CEO of Hony Capital, expressed interest in raising his next local currency fund via Qianhai; and Yawei Wang, who built a reputation as one of China’s top stock pickers during a 14-year career as a mutual fund manager with China Asset Management, registered a company in the zone.

But there remains a lot of talk and little action. Yung-Hoi Tse, chairman of Hong Kong-based BOCI-Prudential Asset Management, who also served as a consultant in the Qianhai Advisory Committee, attributes this to a lack of clarity as to what can be done with capital once it gets there.

“It is still a small universe because the offshore renminbi can only be invested in Qianhai as it stands,” Tse says. “Foreign enterprises expect to be able to ramp up their business and investments in Shenzhen, and in neighboring cities in Guangzhou province, later on. However, there is still uncertainty because no detailed rules have been introduced.”

This means a Hong Kong bank can lend to property developers responsible for building Qianhai, but not to those operating elsewhere. Similarly, a private equity firm could deploy its newly raised renminbi corpus in local companies, but no further. Little wonder they are still sitting on the sidelines.

A bright idea

Unveiled three years ago, the Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone is intended to be part-port, part-trading hub, an integrated financial services, logistics and information technology platform on the threshold of China, just half an hour’s drive from Hong Kong. A total of $45 billion has been earmarked for the project.

As an added sweetener for the financial sector, firms that set up shop in Qianhai will receive tax breaks and permission to issue renminbi-denominated bonds.

The problem is China’s economic zones are no longer that special – there are too many of them and they offer similar incentives packages. President Xi Jinping chose to visit Qianhai on his first official trip outside Beijing in January, so clearly there is high-level support. And the new economic zone clearly wants to leverage Hong Kong’s financial strength and status as an offshore renminbi center. But can the magic last?

Seven years ago, Binhai New Area in Tianjin municipality became China’s first testing bed for financial services reforms. Located by the Bohai Sea, Binhai was supposed to replicate development seen in Shenzhen and Shanghai’s Pudong New Area. This coincided with the emergence of domestic private equity and it led to the creation of Bohai Industrial Investment Funds, a vehicle backed by a slew of state-owned enterprises that invested in small-scale high-tech manufacturing businesses.

Tianjin won its own epithet – the “private equity paradise” – thanks to tax incentives and easier registration processes. However, loose controls have proved liberating and limiting, with thousands of individual investors – who suffered losses after investing in unqualified managers – taking to the streets in protest at what they saw as poor government oversight of fundraising.

“Each local government has been aggressively looking to the central government to approve preferential policies, in particular to attract private equity investment,” says Frank Han, executive director at Bohai Industrial Investment Fund Management. “Qianhai was doing a massive amount of PR work last year. However, what they have is just a regulatory framework with no detailed implementation rules.”

As such, Qianhai risks running into the same problem as Tianjin – aggressively promoting the industry while underlying policy is uncertain and inadvertently straying beyond the central government’s comfort zone.

Replicating the success of Tianjin will also be difficult because the industry has changed enormously since 2006, when to all intents and purposes domestic private equity did not exist. By contrast, Qianhai’s renminbi fundraising initiative was announced at a time when local managers had no trouble attracting capital.

Had the astonishing highs of 2011 been maintained – $32.2 billion went into 235 renminbi funds in 2011 – or moderated slightly, by now firms might have been expected to be laying the groundwork. Instead, they are fighting for survival. Hurt by uncertainty in the IPO market, 46 local funds attracted just $8.9 billion in commitments in the first seven months of 2013.

“Long term, China private equity should have an outstanding future and Qianhai should become an important cluster of investors, bankers, lawyers and accountants. By an accident of timing, however, Qianhai launched during a time of unprecedented crisis and downturn in China PE,” says Peter Fuhrman, chairman and CEO of Shenzhen-based China First Capital.

Limited activity

This state of affairs has no doubt contributed to the slow pick up in Qianhai. About 600 enterprises have registered to open offices in the zone, 70% of which are financial institutions, including a handful of private equity firms.

To date, Shenzhen Raytai Fund Management is the only one to raise a fund domiciled in Qianhai, targeting RMB10 billion ($1.63 billion) over a seven-year period (investments will be made concurrently). The firm was aiming for a first close of RMB10 million but reduced it to RMB5 million, with more than a half the capital coming from the GP’s own coffers.

“We see the IPO hiatus as a chance to make good M&A investments,” says Peter Kwong, a partner at the firm. “A lot of enterprises are under pressure to exit, having agreed to valuation adjustment mechanisms with PE investors, which guarantee a certain level of return from an IPO within a short period of time. We will buy majority stakes in these companies and exit them to listed companies that are looking to expand.”

According to the Qianhai registration center, only five foreign private equity firms have filed for permission from the Shenzhen government to raise offshore renminbi in Hong Kong. Their caution is rooted in uncertainty – about investment restrictions and, by extension, how big the Qianhai project could actually become.

“What does Qianhai have to offer that other places in China cannot? If it’s only the possibility for some offshore renminbi to come back legally into China, then that’s a bit of a damp squib.” a China-focused GP says. “That could happen anywhere, with the right policy, or everywhere once the renminbi becomes fully convertible.”

Hong Kong investors are more sophisticated than their mainland counterparts and have access to global markets. In this context, a fund that only invests in a particular Shenzhen district might not be attractive.

Furthermore, it is unclear whether the enterprises engaged in cross-border trading that hold most of the renminbi in Hong Kong would be interested in private equity at all. The traditional target investors – financial institutions – are subsidiaries of overseas entities and fund managers are skeptical of how much renminbi they could raise from local institutions.

“The Hong Kong subsidiaries of Chinese banks have large renminbi deposit bases, but they can’t invest in private equity. Large Chinese enterprises would have to be the primary fundraising targets,” says S.C. Mak, founding partner of Hong Kong-based Fuel Capital.

Foreign or local?

Another problem is that renminbi vehicles that include capital from offshore sources don’t qualify for local treatment on investments.

This is an extension of the “Blackstone guidance” issued in 2012. Following the introduction of the Qualified Foreign Limited Partnership (QFLP) program, which allows foreign capital to be channeled into renminbi vehicles, the Shanghai government said these funds would be able to operate on an equal footing with local players if less than 5% of the total corpus came from overseas. This implied less bureaucracy slowing down approvals and fewer restrictions on target investment areas.

However, when The Blackstone Group asked for clarification on this point, the National Development and Reform Commission indicated that local treatment would not apply to Blackstone “and this type of situation where the GP is foreign-invested.”

This has hampered the fundraising hopes of renminbi vehicles launched by global PE firms. The expectation is the same would apply to funds domiciled in Qianhai, which also operates a QFLP program.

BOCI’s Tse links the restrictions to wider government concerns about controlling inflows of speculative “hot money” that have the potential to destabilize the economy.

“They want to keep record of how that foreign capital is being used in the country and whether they are really supporting China’s physical economic growth,” he says. “Even though Qianhai is more convenient for foreign exchange conversion, every project is still examined by the regulator on deal-by-deal basis. This will dampen foreign investors’ appetite.”

Although plenty of companies have registered to open offices in Qianhai, so far none are in operation, which means investment targets are limited – unsurprising given the zone is still in its nascent stages.

There are plans for infrastructure that can support small- and medium-sized enterprises (SMEs). Three months ago, the Qianhai Equity Exchange launched with the bold ambition to become Shenzhen’s biggest over-the-counter exchange. Companies do not require administrative approval to list, there are no custodial fees or mandated changes in corporate structure, and information disclosure is limited.

More than 1,700 SMEs have listed via the online platform, but VC investors are unconvinced by it as a source of deals.

“It won’t help fund managers. Professional investors tend to work on their own targeted deal flows, which usually stay low-profile. Once a start-up is put online and enters the public domain the valuation jumps to a very high level. Investors therefore might not want to compete for these deals,” says York Chen, president and managing partner of iD TechVentures.

Even the tax breaks available to certain industries in Qianhai have drawn skepticism from some quarters. The corporate income tax rate has been set at 15%, compared to 25% nationally, and there are also plans to lower personal income tax rates for financial services professionals. Other cities in China have made similar promises but Danny Po, Asia Pacific and China national leader of M&A tax services at Deloitte, argues that comparisons should really be drawn with what is available to foreign PE firms offshore.

“In cases where a fund is managed entirely from offshore, it is only required to pay a withholding tax of 10% and zero corporate income tax because its tax transparent structure,” he explains. “As for individual income tax reductions, it really comes to a question of how much of a foreign executive’s income is driven by China business. If his salary is mostly generated from overseas operations, it isn’t important.”

Although the current prognosis might be negative, Qianhai remains a work in progress. Given a more favorable renminbi fundraising environment and a clear set of rules supporting the financial services industry, the project could still fly. The former is difficult to remedy but the latter can be addressed through more lobbying of the central government.

There is no doubt that Qianhai is well positioned to serve as a testing bed for capital account liberalization and currency convertibility, by which point the current rigid line between foreign and domestic investment will blur.

A number of industry participants therefore prefer to treat Qianhai as a broader financial sector play rather than a solely private equity phenomenon – not just because of government incentives for setting up financial institutions in the zone, but also because of the immense opportunities offered by China’s asset management sector.

“A rising tide lifts all boats,” adds Zhang Ying, counsel at domestic law firm Fangda Partners. “The developments in the onshore asset management sector will create a conducive macro environment for onshore private equity fundraising and investments.”

 

Separate Managed Accounts — A cure for what’s wrong with private equity in China?

July 10th, 2013 1 comment

Where is the PE industry headed in China? How can it rebuild from the current state of crisis with thousands of unexited investments and tens of billions in stranded LP money?  I have a suggestion. The future is separate managed accounts.

This is a form of institutional investing that is especially needed, and especially appropriate, in China. Separate managed accounts would give LPs what they want, access to good investment opportunities in China, but with little or none of the high risk, waste, misaligned incentives of “blind pool” investing in a typical PE firm in China. Separate managed accounts have the potential to fix what is manifestly broken in China private equity.

Briefly, separate managed accounts are an arrangement through which an LP hires an investment team, usually but not necessarily a PE firm, to manage money directly on its behalf, rather than put money into a larger bucket (a typical PE or VC fund) alongside other LPs. That’s the way the system generally works now — PE firms pool money from LPs large and small, build and manage a single “all-purpose” portfolio. LPs, even the largest ones,  all pay pretty much the same annual management fee (around 2%) and surrender the same share of accumulated profits (usually 20% and up) to the team investing the money.

From an LP perspective, the advantages of a managed account are numerous. The three key ones are lower fees, greater ability to hold the investment team accountable,  and a portfolio more specially tailored to its needs, including the timing of liquidity events. In private equity terms, separate managed accounts are more like no-load index funds than fat-fee mutual funds. Leverage and gains are transferred to the people whose money is at risk, not the ones who manage it.

The private equity industry is as ripe for this kind of disruption as the mutual fund industry was in the 1970s when John Bogle (a genuine hero of mine) began offering index funds at Vanguard. Bogle stripped out most of the fees and overheads charged by traditional mutual fund companies, and so let investors keep more of what they earned. He showed that paying “superstar fund managers” to build a portfolio was usually nothing more than a colossal waste of money.

Bogle’s ideas and business model took awhile to catch on. The traditional mutual fund industry fought it every step of the way. But, today, Vanguard is the largest, as well as the most admired mutual fund company in the world. John Bogle hasn’t gotten particularly rich doing this. But, he has made millions of dollars for millions of others.

My guess is if John Bogle and Vanguard wanted to get into private equity, they would set up a business to provide separate managed accounts. The “two-and-twenty” approach of most PE and VC firms has come under increasing pressure everywhere. LPs, often with large unfunded liabilities, are under ever greater pressure to improve returns.

Overall, PE and VC has a pretty good record of producing returns above the basic hurdle rate of around 5-8% a year. This is especially true when returns are based on a PE firm’s own “marked-to-market” valuations. Actual cash-on-cash returns are usually lower, because exits are not common enough.

Once you subtract the GP’s fees and cut of the profits, an LP’s returns, especially when you factor in a liquidity premium,  is often not a lot to get excited about.  For LPs, cash returns are what matter most. Pension funds and insurance companies need to disperse real cash every month, not marked-to-market audit statements of a PE fund’s notional investment returns.

If done well, an LP investing through a separately managed account can get all the performance and diversification benefits of PE investing, but at lower cost, with greater control, both over the outlays of cash and the kind of deals being done. In China, the appeal of separately managed accounts should be particularly strong. We’re now seeing — and LPs feeling most of the pain — of the problems, distortions and heavy risks inherent in the current model of private equity in China.

PE firms raised tons of money by rightly pointing to China’s attractions as an emerging market — huge population and market, with economic growth far higher than in Europe and the US, and a large number of strong, private sector companies hungry for capital.   There was also a legacy of very lucrative PE deals done during the industry’s early years in China, including investments in China’s main search company Baidu, as well as Shenzhen Commercial Bank, Pingan Insurance.

To gain access to Chinese investment opportunities, LPs were persuaded to accept a level of risk that they might ordinarily shun. PE investing in China, they were told, is different, with opaque regulations, shifting government policies, a business environment rife with corruption and cronyism, primitive capital and debt markets. The PE and VC firms were often either newly-formed, or familiar names (like Kleiner Perkins, Sequoia, KKR) staffed with local Chinese-speaking teams who operated more like franchisees.

Hundreds of PE firms crowded into China. Almost all chose to adopt the identical investment strategy and target the same kinds of companies — those that looked the likeliest to have an IPO. Two hundred billion dollars was poured into over 10,000 Chinese companies. It turned out in many cases to be among the blindest forms of blind pool investing ever — a lottery ticket strategy in search of lottery returns.  The result is $100bn or more of LP capital now stranded inside illiquid investments. A large proportion of these deals will likely not exit before the expiry date of the fund. That represents a serious problem for LPs.

For most LPs, liquidity is a paramount concern. PE investing in China seems to have lost sight of that, with its reliance on IPOs as a single unhedged exit strategy. Even at its high point six years ago, IPOs were a low probability outcome. Fewer than half the PE deals done in 2007 exited through IPO. Following that, the number of deals done each year grew by over 50% from the 2007 amount, while the number of IPOs peaked in 2010.

Incentives don’t often get more perversely misaligned than those between PE firms in China and the LPs they invested for. The PE firms got fees, profit shares and very little scrutiny. Once a year or so, they marked-to-market their illiquid investments. This helped persuade LPs all was well. In my experience, China GPs often focused more on keeping the fees coming in, including by continuously raising money,  and less on achieving reliable and timely exits for current LPs.

Had LPs been investing through separate managed accounts, there is far less likelihood any of this would have occurred. The LPs would have assessed more closely each deal that was being done, and put money only into deals that closely matched the LPs specific appetite for risk and timetable for achieving liquidity.

Better safeguards would have likely been put in place to make sure investments had a “put clause” that was more enforceable than the one used in the majority of PE deals in China. Done properly, the “put” allows an investor to sell shares back to the company after several years if all other exit channels are blocked. In other words, it places front and center, in any PE deal, that eventual liquidity is a minimum requirement.

LPs accept that investing in private equity and venture capital carries higher risks than buying publicly-traded securities. They also know that every PE portfolio will have its share of losers. But, where China PE is unique is in having such a high percentage of investments in flourishing businesses where the PE stake is illiquid, and unliquidatable within the remaining life of the fund.

In many cases, the investee companies used the PE money wisely, and have grown in the years since. They might like to have an IPO at some point, of course, but it isn’t necessary for their survival. The PE money is stuck inside. It’s not yet a crisis for the company. It is a crisis for the PE firms, and even more for the LPs, since it’s their money that’s now unrecoverable.

As a rule, the fees paid to managers for separate managed accounts are lower than those paid to a GP.  The profit carry is also usually lower. The spread between gross and net returns will be far narrower.  This will help LPs close what, for many, is a widening gap between current performance and future unfunded liabilities.

Although separate managed accounts seem an ideal business model for alternative investing in China, it may prove extremely difficult for LPs to find competent firms to provide the service. The economics of a typical PE fund are, of course, far more favorable for GPs than LPs. Separate managed accounts would reverse this.

John Bogle built the world’s largest and most successful mutual fund company by putting investors first, by chopping out wasteful fees, hidden charges, huge salaries, bonuses and overheads. He saw what was wrong with the mutual fund industry, that it was achieving mediocre results for investors while making huge piles of money for itself. He met a need, and for forty years now, he and Vanguard have done well by those who trusted them with their money.

China private equity needs a John Bogle. Will it get one?

M&A in China — New China First Capital Research Report, “A New Strategy for M&A, Buyouts & Corporate Acquisitions in China”

June 18th, 2013 No comments

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M&A in China is entering a new, more promising phase. At no previous time was the environment as favorable to identify and close, at attractive valuations, the acquisition of a profitable, high growth, well-run, larger private business in China.

This is the conclusion of a recently completed research study by China First Capital, as part of our M&A advisory work. (An abridged copy of the report is available by clicking here.) The report is titled, “A New Strategy for M&A, Buyouts & Corporate Acquisitions in China: Sourcing and executing successful corporate acquisitions and buyouts from unexited PE deals in China“.

The industrial logic of doing acquisitions in China has never been in doubt. The scale, high annual growth rate and fragmented nature of China’s domestic economy all create a powerful attraction for control investors. The challenge has traditionally been a negative selection bias on the sell-side, that the Chinese companies available for purchase are often troubled,  state-owned, inefficient or poorly-managed. China’s best corporate assets, its larger private companies, were not previously available to control investors.

As a result, M&A in China, for all the predictions of an impending take-off, has never gotten into gear. The theory behind most deals, if there was one, was to tie two stones together and see if they float.

The reason for the positive change in the environment for control deals in China is the serious degradation in the environment for minority ones. Specifically, China’s private equity industry is in a state of deepening crisis. Having financed the growth of many of China’s best private companies, the PE firms are now finding it increasingly difficult to engineer a liquidity event before the expiry of their fixed fund life. They are emerging as distress sellers of desirable assets — in this case, strong PE-backed companies that are left without any other viable means for investors to exit.

As elaborated in earlier research reports from China First Capital, (read  here, here, here) there is a large overhang of over 7,500 unexited private equity deals in China. Most of these deals were done on the expectation of exiting through an IPO within a few years. That was always statistically improbable. In no year did more than 150 PE-backed Chinese private companies IPO.

An IPO has gone from statistically improbable to virtually unattainable. This is not only impacting the thinking of PE firms, but of the entrepreneurs they back as well. The exit math for private company bosses in China has changed dramatically over the last 12 months. M&A looks more and more like the only viable path to exit.

For business owners, the challenge to getting a deal done are both psychological and practical. First, owners must accept that valuations are way below where they hoped them to be, as well as well below the level two years ago, when they topped out at over 100 times last year’s net income. Second, the number of companies looking to sell will quickly begin to outnumber the qualified and capable acquirers. This will put further downward pressure on valuations.

In other words, for private company bosses looking for a liquidity event, the pressure to consider selling the business is mounting. For investors, owners and acquirers, the result is the beginnings of a genuine market for corporate control for private sector businesses in China.

The new China First Capital report is directed towards all three classes of potential acquirers — 1) global businesses seeking China market entry; 2) corporate acquirers seeking market or margin expansion in China through strategic or tuck-in acquisitions; 3) China domestic or global buyout firms seeking quality operating assets that can be built up and sold.  Their methods, timetable, metrics and deal targets will often differ. But, all three will find the current situation in China more suitable than at any previous time for executing M&A transactions of USD$100mn and above.

While the number of attractive targets is increasing, the complexities of doing M&A in China remain. The invested PE firms are almost always minority investors. A control transaction will need to be structured and staged to incentivize the owner to sell at least a portion of his holding alongside the PE firm, and then likely remain for at least several years at the helm.

The report offers some possible deal structures and timing mechanisms, included using “blended valuation” to determine price. It also charts the all-important  “when does cash enter my pocket” timing from the perspective of a selling majority owner.

PE investment in China, the report concludes,  has altered permanently the business landscape in China. It has also prepared the ground for a surge now in M&A activity.

Over $150 billion in PE capital was invested to propel the growth of over 10,000 private businesses. PE finance helped create a more dynamic and powerful private sector in China. In quite a number of cases, the PE-invested businesses have emerged as industry leaders in their sectors in China, highly profitable, innovative, fast-growing, with revenues of $100mn and above.

These companies have the scale and established market presence to permit a strategic acquirer to substantially increase its activity in China, extending product range, customer relationships, distribution channels. For buyout firms or corporate acquirers, taking over a PE-invested company should offer satisfactory financial returns. Buyout ROE can be significantly enhanced in certain cases by using leverage to finance the acquisition.

The supreme irony is that this moment of opportunity in domestic M&A comes at the same time quite a number of PE firms are pursuing highly questionable “take private” deals involving troubled Chinese companies listed on the US stock market. (See earlier blog posts here, here, here, here.) The risks, and prices paid, are far higher than doing well-targeted domestic M&A in China.

When junk is priced like jewels — and vice versa — is there any doubt where the smart money should go?

 

 

 

Jiuding Capital: China’s “PE Factory” Breaks Down

June 11th, 2013 No comments

Less than 18 months ago, Harvard Business School published one of its famed “cases” on Kunwu Jiuding Capital (昆吾九鼎投资管理有限公), praising the Chinese domestic private equity firm for its ” outstanding performance ” and “dazzling investment results”. (Click here to read abridged copy.) Today,  the situation has changed utterly. Jiuding’s “dazzling results”, along with that HBS case, look more like relics from a bygone era.

Jiuding developed a style of PE investing that was, for awhile, as perfectly adapted to Chinese conditions as the panda is to predator-free bamboo jungles in Sichuan. Jiuding kept it simple. Don’t worry too much about the company’s industry, its strategic advantage, R&D or management skills. Instead,  look only for deals where you could make a quick killing. In China, that meant looking for companies that best met the requirements for an immediate domestic IPO. Deals were conceived and executed to arbitrage consistently large valuation differentials between public and private markets, between private equity entry multiples and expected IPO exit valuations.

Jiuding’s pre-investment work consisted mainly of simulating the IPO approval process of China’s securities regulator, the CSRC. If these simulations suggested a high likelihood of speedy CSRC IPO approval, a company got Jiuding’s money. The objective was to invest and then get out in as short a period as possible, preferably less than two years. A more typical PE deal in China might wait four years or more for an opportunity to IPO.

Jiuding did dozens of deals based on this investment method. When things worked according to plan, meaning one of Jiuding’s deals got quickly through its IPO, the firm made returns of 600% or more. After a few such successes, Jiuding’s fundraising went into overdrive. Once a small domestic Renminbi PE firm, Jiuding pretty soon became one of the most famous and largest, with the RMB equivalent of over $1 billion in capital.

Then, last year, a capital markets asteroid wiped out Jiuding’s habitat.  The CSRC abruptly, and without providing any clear explanation, first slowed dramatically the number of IPO approvals, then in October 2012, halted IPOs altogether. This has precipitated a crisis in China’s private equity industry. Few other PE firms are as badly impacted as Jiuding. The CSRC’s sudden block on IPOs revealed the fact that Jiuding’s system for simulating the IPO approval process had a fatal flaw. It could not predict, anticipate or hedge against the fact that IPOs in China remain not a function of market dynamics, but political and institutional policies that can change both completely and suddenly.

If Jiuding made one key mistake, it was assuming that the IPO approval system that prevailed from 2009 through mid-2012 was both replicable and likely to last well into the future. In other words, it was driving ahead at full speed while looking back over its shoulder.

Jiuding’s deals are now stranded, with no high probability way for many to achieve IPO exit before the expiry of fund life. That was another critical weakness in the Jiuding approach: it raised money in many cases by promising its RMB investors to return all capital within four to six years, about half the life cycle of a typical global PE firm like Carlyle or Blackstone.

Jiuding’s deals, like thousands of others in China PE,  are part of a backlog that could take a decade or more to clear. The numbers are stupefying: at its height the CSRC never approved more than 125 IPOs a year for PE-backed companies in China. There are already 100 companies approved and waiting to IPO, 400 more with applications submitted and in the middle of CSRC investigation, and at least another 2,000-3,000 waiting for a time when the CSRC again allows companies to freely submit applications.

Jiuding’s assets and liabilities are fundamentally mismatched. That’s as big a mistake in private equity as it is in the banking and insurance industries. Jiuding’s assets —  its shareholdings in well over a hundred domestic companies — are and will likely remain illiquid for years into the future. Meantime, the people whose capital it invests,  mainly rich Chinese businesspeople, will likely demand their money back as originally promised, sometime in the next few years. There’s a word for a situation where a company’s near-term liabilities are larger than the liquidatable value of its assets.

In the Harvard Business School case, Jiuding’s leadership is credited with perfecting a “PE factory”,  which according to the HBS document “subverted the traditional private equity business model.”  They might as well have claimed Jiuding also subverted the law of gravity. There are no real shortcuts, no assembly line procedure, for making and exiting successfully from PE investments in China.

In an earlier analysis, written as things turned out just as the CSRC’s unannounced block on IPOs was coming into effect, I suggested Jiuding would need to adjust its investment methods, and more closely follow the same process used by bigger, more famous global PE firms. In other words, they would need to get their hands dirty, and invest for a longer time horizon, based more on a company’s medium term business prospects, not its likelihood of achieving an instant IPO.

Jiuding, in short, will need to focus its investing more on adding value and less on extracting it. Can it? Will it? Or has its time, like the boom years of CSRC IPO approval and +80X p/e IPO valuations in China,  come and gone?

 

 

China PE value-added: Empty promises? AVCJ

May 23rd, 2013 No comments

Fin

Author: Tim Burroughs

Asian Venture Capital Journal | 22 May 2013 | 15:47 secure

Tags: Gps | China | Operating partners | Buyout | Growth capital |Lunar capital management | Cdh investments management | Citic capital partners | Kohlberg kravis roberts & co. (kkr) | Jiuding Capital | Hony capital

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       China value-add: Empty promises?

Pulled by a desire to buy and build or pushed by a need to address restricted exit options, PE firms in China are placing greater emphasis on operational value-add. LPs must decide who’s all talk and who is action

By the time Harvard Business School published its case study of Kunwu Jiuding Capital in December 2011, the investment model being celebrated was already fading.

Within four years of its launch, the private equity firm had amassed $1 billion in funds and 260 employees, having turned itself into a PE factory “where investment activities were carried out in a way similar to large-scale industrial production.” Jiuding’s approach focused on getting a company to IPO quickly and leveraging exit multiples available on domestic bourses; and then repeating the process several dozen times over. With IRRs running to 500% or more, an army of copycats emerged as renminbi fundraising jumped 60% year-on-year to $30.1 billion in 2012.

But the average price-to-earnings ratio for ChiNext-listed companies had slipped below 40 by the end of 2011, compared to 129 two years earlier; SME board ratios were also sliding. Already denied the multiples to which they were accustomed, nearly a year later these pre-IPO investors were denied any listings at all as China’s securities regulator froze approvals.

The Harvard Business School case study noted that concerns had been raised about the sustainability of the quick-fire approach, given that some of these GPs appeared to lack the skills and experience to operate in normalized conditions. “The short-term mentality creates volatility,” Vincent Huang, a partner at Pantheon, told AVCJ in October 2011. “A lot of these GPs don’t have real value to add and so they won’t be in the market for the long run.”

Subsequent events have elevated the debate into one of existential proportions for pre-IPO growth capital firms. Listings will return but it is unclear whether they will reach their previous heights: the markets may be more selective and the valuations more muted.

There is also a sense that GPs have been found out lacking a Plan B; renminbi fundraising dropped to $5.1 billion in the second half of 2012. The trend is reflected on the US dollar side as the slowdown in Hong Kong listings over the course of the year left funds with ever decreasing certainty over portfolio exits. If GPs – big or small – face holding a company for longer than expected, what are they going to do with it?

“We value control and we can take advantage of the M&A markets if we have it. We also like the IPO markets here but any investment where we aren’t a controlling shareholder, we can’t set down the timetable for exit,” says H. Chin Chou, CEO of Morgan Stanley Private Equity Asia. “We ask ourselves, ‘Do we like holding this investment for five years because there is no IPO? At some point the IPO market will come back but until then you have to be very comfortable holding it.”

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